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1 AL Cod.,-;RATION GOMM N HLE C DEC fII i i I FILE NO 221 3_ ARTICLES OF INCORPORATIO N OF SAHUARITA HIGHLANDS HOMEOWNERS' ASSOCIATION The undersigned, as incorporator, hereby adopts the following Articles of Incorporation : ARTICLE I NAME The name of the corporation is Sahuarita Highlands Homeowners' Association. ARTICLE II DEFINITION S The words and terms used herein shall be deemed to have the same definitions and meanings as in the Declaration of Protective Covenants, Conditions and Restrictions for Sahuarita Highland s as recorded in Docket at Page 3026, official records of Pima County, Arizona and as amende d from time to time (the "Declaration"). The corporation shall exist perpetually. ARTICLE III DURATIO N ARTICLE I V PURPOSES The corporation is not organized for the purpose of gaining pecuniary profit. No part of th e net earnings of the corporation, if any, shall inure to the benefit of any Member, director of office r nor to any other person. The corporation is formed and its initial business will be to act for an o n behalf of all of the Members for the protection, improvement, alteration, maintenance, repair, replacement, administration and operation of the Common Areas, for the assessment of expenses, for the payment of losses, for the disposition of casualty insurance proceeds, and for other matter s as provided in the Declaration, these Articles of Incorporation, and the Bylaws. Without limiting t&l,uaritu hiyhis,dtvrt incorp haw I

2 _/z52 /1 /-3 the generality of the foregoing, to the extent authorized by its Board of Directors and in accordanc e with the provisions of the Declaration, the corporation shall be empowered: (a) to accept such properties, improvements, rights, and interests as may be conveyed, leased, assigned, or transferred to the corporation; to assume such obligations and duties as may be contained in any lease assigned or transferred to the corporation ; to maintain, operate, and otherwise manage all buildings, structures, improvements, landscaping, parking areas, walks, common areas, recreational areas and facilities now or hereafter constructed on the Common Areas ; to pay all taxes and assessments, if any, which may properly be levied against properties of the corporation ; to repair, rehabilitate and restore all buildings, structures and improvements on the Common Areas i n accordance with the Declaration; to insure the Common Areas and all buildings and structures thereon as required by the Declaration and against such other risks as the Board of Directors shal l determine; to make assignments and assessments for maintenance and operating charges as the Boar d of Directors shall determine in accordance with the Declaration and the Bylaws and to enforce the collection of such assessments; to impose liens against individual Lots to secure the payment o f obligations due from the Owners thereof, and to collect, sue, foreclose or otherwise enforce, compromise, release, satisfy and discharge such demands and liens in accordance with th e Declaration or the Bylaws; to enforce any and all covenants, restrictions and agreements applicabl e to the Property; to pay all maintenance, operating and other costs and to do all things and acts whic h in the sole discretion of the Board of Directors shall be deemed to be in the best interests of th e Members or for the peace, comfort, safety or general welfare or benefit of the Members, the Property and the owners of any interests therein, all in accordance with the Declaration ; to make and amend rules and regulations respecting the use of the Common Areas and the Property ; and to do all things necessary or appropriate to carry out and to enforce theterms and provisions of the Declaration ; (b) to develop, construct, purchase, lease, own, improve, maintain, operate and hold real an d personal property of every kind and description; to sell, convey, and lease such property ; and to mortgage, assign and pledge or otherwise encumber such property ; (c) to borrow money, and to issue notes, bonds, and other evidences of indebtedness i n furtherance of any or all of the objects and purposes of the corporation, and to secure the same b y mortgage, trust deed, pledge or other lien on or security interest in property of the corporation ; (d) to enter into, perform, and carry out leases and contracts of any kind necessary to. or i n connection with or incidental to the accomplishment of any one or more of the objects and purpose s of the corporation ; (e) to lend or invest its working capital and reserves with or without security ; (f) to act as surety or guarantor, agent, trustee, broker or in any other capacity whe n appropriate to the fulfillment and the furtherance of its objects and purposes ; sohua it hishj.nes\ut iocorp hoe 2

3 .4Z-S-2 Ili- 3 (g) to procure all types and kinds of insurance as shall be deemed to be in the best interest s of the corporation ; (h) to do and perform, in general, such acts and things and to transact such business in connection with the foregoing objects and purposes as may be necessary and required ; and (1) to transact any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona not prohibited by the Declaration or these Articles of Incorporation. If the corporation is dissolved, the assets shall be dedicated to a public body or conveyed t o a nonprofit organization with similar purposes. ARTICLE V CHARACTER OF BUSINES S The character of business which the corporation initially intends to conduct in Arizona is th e fulfillment of all its duties and responsibilities and the exercise of all its rights, powers an d prerogatives under the Declaration. ARTICLE VI MEMBERSHIP; VOTING RIGHT S The Members of the corporation shall be the Owners of Lots. Voting rights and membershi p shall be appurtenant to and inseparable from ownership of a Lot and as provided in the Declaration. ARTICLE VI STATUTORY AGENT Michael Cadden, whose address is 1870 West Prince Road, Suite 47, Tucson, Arizona 85705, is hereby appointed the initial statutory agent of this corporation for the State of Arizona. ARTICLE VII BOARD OF DIRECTORS AND OFFICER S The business, property and affa irs of the corporation shall be managed, controlled and conducted by a Board of Directors. The number of directors, who shall serve without compensation, shall not be less than 3 nor more than 7, as shall be specified in the Bylaws. The initial Board of Directors shall consist of 3 directors. Except for directors and officers appointed or elected by th e Declarant while Declarant retains its Class B voting rights, each d irector and officer shall be an,.h,ariu myidandsw iaoorp ho. 3 {

4 -/ 2S-2 /l -3 Owner or if an Owner is a corporation, partnership or trust, a director may be a director, officer, partner or beneficiary of such Owner. If a director or officer shall cease to meet such qualification s during his term, he will thereupon cease to be a d irector or officer and his place on the Board or hi s office shall be deemed vacant. A director shall serve until his term expires or until removed or unti l his successor is elected and qualified. The following individuals shall serve as directors until thei r successors are elected and qualified : Name Michael Leun g Cheryl Hal l Daniel Leung Address 8710 N. Thomydale Road, Suite 120, Tucson, Arizona N. Thomydale Road, Suite 120, Tucson, Arizona N. Thomydale Road, Suite 120, Tucson, Arizona The Board of Directors shall have the power to adopt the Bylaws and to change or amend the Bylaws as it may from time to time deem appropriate. The Bylaws shall prescribe, among other things, the date of the annual meetings of the Members of the corporation. The liability of the directors to the corporation or its Members for monetary damages fo r breach of fiduciary duty as a director is eliminated, except as expressly provided by statute. ARTICLE IX INCORPORATO R The name and address of the incorporator is : Name Address Michael Leung 8710 N. Thotnydale Road, Suite 120, Tucson, Arizona ARTICLE X PRIVATE PROPERT Y The Members, directors and officers of this corporation shall not be individually o r personally liable for the debts or other liabilities of this corporation, and the private property of th e as M Lit. hlanaort ixorp ho. 4 ti

5 - 12,5-2 ///-3 Members, directors and officers of this corporation shall be forever exempt from corporate debts or liabilities of any kind whatsoever. ARTICLE XI INTERDEALIN G No transaction, contract or act of this corporation shall be either void or voidable or in an y other way affected or invalidated by reason of the fact that any officer, director or Member of thi s corporation, or any other corporation or other entity of which he may be an officer, director, membe r of shareholder, is in any way interested in such transaction, contract or act, provided the interest o f such officer, director or Member is disclosed to or Drown by the members of the Board of Director s of this corporation or such directors as shall be present at any meeting at which action is taken upo n any such transaction, contract or act. Nor shall any such officer, director or Member be accountabl e or otherwise responsible to this corporation for, or in connection with, any such action, contract o r transaction or for any gains or profits realized by him by reason of the fact that he, or any othe r corporation or other entity of which he is an officer, d irector, member or shareholder, is intereste d in any such transaction, contract or act. Any such officer, director or Member, if he is a director, after making full disclosure of his interest, may be counted in determining the existence of a quoru m at any meeting of the Board of Directors of this corporation which shall authorize or take action upo n any such transaction, contract or act, and he may vote at any such meeting to authorize, adopt, ratif y or approve any such transaction, contract or act to the same extent as if he, or any other corporatio n or other entity of which he is an officer, director, member of shareholder, were not interested in suc h transaction, contract or act. ARTICLE XI INDEMNIFICATION To the fullest extent permitted by law, this corporation shall indemnify any person against expenses, including without limitation, reasonable attorney's fees, judgments, fines, penalties, or amounts paid in settlement, actually and reasonably incurred by reason of the fact that such person was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a member of a committee appointed by the Board of Directors or in accordance with th e Declaration, provided that the Board of Directors shall determine in good faith that such person did not act, fail to act, or refuse to act, with gross negligence or with wrongful, fraudulent or criminal intent in regard to the matter involved in the action. Notwithstanding anything to the contrary expressed herein, the Board ofdirectors shall have the right to refuse indemnification as to expenses in any instance in which the person to whom indemnification would otherwise have been applicabl e shall have incurred expenses without approval by the Board of Directors which are excessive and unreasonable in the circumstances and arc so determined by the Board of Directors, and as t o expenses in any instance in which such person shall have refused unreasonably to permit thi s mbuuita highlaod,lan l000rp hw 5

6 / 32-///3 corporation, at its own expense and through counsel of its own choosing, to defend him in the actio n or to compromise and settle the action. ARTICLE XII ANNEXATION, MERGERS, ETC.: APPROVAL OF HUDNA Annexation of additional properties, mergers and consolidations, mortgaging of the Commo n Area, dissolution and amendment to these Articles requires prior approval of HIJDNA as long a s there is a Class B Member. ARTICLE XIV AMENDMENT S These Articles of Incorporation may be amended only at a lawfully-held meeting of th e Members by the affirmative vote of two-thirds of the Members ; provided, however, that as to the amendment of any provision of these Articles which specifies voting and quorum requirements fo r any action under such provision, the voting and quorum requirements of that provision shall appl y also to any amendment of such provision. IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed his signatur e thiszl_ day ofcc-^ s L, Michael Leung, Incorporato r ahuui4 hiydudslaq inwphw 6

7 --/ZSZ/ll-3 ACCEPTANCE OF STATUTORY AGEN T I, Michael Cadden, having been appointed to act as Statutory Agent, hereby consent to ac t in that capacity until removal or resignation is submitted in accordance with the Arizona Revise d Statutes. STATE OF ARIZONA COUNTY OF PIMA ) ) ss. ) This instrument was acknowledged before me this,2l day of,56'.nx.l2005, by Michae l Cadden. /Ze, /)eak-k, Notary Public OFFICIAL SEAL AUCIA WALDO NOTARY Pt UC - ARIMM PIMA COUNTY' `~ A1y Comm. Expires July 31, ti.e,su..d.u.1 has 7